Avaya V15.1 Implementation Alpharetta, GA 30005 ( ^Adtech Global) and TSG, A TeleTech Company, with...

Presented to:

TSG, a TeleTech Company - Newell Rubbermaid

Revised April 2016

Version 7.0

Avaya V15.1 Implementation

Written by:

John Randall

Services Architect

(678) 679-2034

[email protected]

Pre-sales:

Kent Pylant

Solution Architect

(678) 679-2036

[email protected]

1880 McFarland Parkway, Suite 100

Alpharetta, GA 30005 USA

mailto:[email protected]


Adtech Global____TF_____ CONFIDENTIAL INFORMATION Customer________

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Statement of Work

This Statement of Work (“SOW”) is entered into as of May 23, 2016 (the “Effective Date”), by and between Adtech

Global Solutions, Inc., a Texas corporation, with a principal place of business at 1880 McFarland Parkway, Suite

100, Alpharetta, GA 30005 (“Adtech Global”) and TSG, A TeleTech Company, with a principal place of business at

2575 White Oak Circle, Aurora, IL 60502 (“Customer”). This SOW outlines the Services and deliverables for Adtech

Global’s Professional Services within the Customer Environment.

Table of Contents

1. SOLUTION OVERVIEW ....................................................................................................................3

2. SOFTWARE PRODUCTS TO BE IMPLEMENTED ..................................................................................4

3. METHODOLOGY REVIEW ................................................................................................................6

4. IMPLEMENTATION TASKS OVERVIEW .............................................................................................7

5. TRAINING OVERVIEW .....................................................................................................................8

6. CUSTOMER RESPONSIBILITIES .........................................................................................................9

7. PROJECT SCHEDULING .................................................................................................................. 10

8. CHANGE REQUEST PROCEDURES ................................................................................................... 10

10. TRAVEL & LIVING EXPENSES ........................................................................................................ 11

11. INVOICE SCHEDULE ..................................................................................................................... 11

12. SIGNATURES............................................................................................................................... 12

ATTACHMENT 1 - TRAINING DESCRIPTIONS ...................................................................................... 13

SCHEDULE A - DEFINITIONS .............................................................................................................. 19

SCHEDULE B – GENERAL TERMS AND CONDITIONS ............................................................................ 21


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1. Solution Overview Adtech Global will install and configure an additional SSL Enabled Avaya Contact Recorder (ACR) into the existing Avaya V15.1 solution for the Poland Site.

Adtech Global Quote Number: AGQQ2306

Sites: Poland

End User Point of Contact/Project Manager Contact Information:

David R Nixon

EMEA Information Technology

Newell Brands

Office:- +44 (0) 191-511-5505

Mobile:- +44 (0) 7899-991-744

[email protected] Hardware: Customer Furnished Servers (Detailed in CFE Guide provided by Adtech Global)

Servers (Summary)

Location Server Role Platform Flavor QTY

Poland Recording Server Slave Avaya Contact Recorder - Linux 1

Total Number of Servers 1

Additional Customer-Furnished Equipment Items (Summary)

Item Name QTY

Archive Storage 12 GB

License Count: 70 Named Users

License Provider: TSG, a TeleTech Company

Telephony Environment: Avaya CM v6.3 / AES v6.3 (Based in UK Data Center)

Recording Mode: DMCC

Business Units in Scope: Human Resources (two sites in Poznan, Poland)

Services included in SOW Adtech Global will manage and complete the implementation of the Avaya version 15.1 solution per the listed milestones. Adtech Global will provide Verint Certified Engineers for the execution of this SOW. Each Service below is defined in Schedule A: Definitions.

☒ Implementation Design

☒ Installation

☐ Migration

☒ Site Acceptance Testing

☒ Training

☐ Other ______________

☒ Readiness Validation

☒ Integration

☐ UAT Participation

☐ Multi-site / Multi-phase Rollout

☐ Cutover Support

☐ First Business Day Support



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2. Software Products to be Implemented

Framework

Feature In Scope Feature In Scope

Standard Reporting Ad-Hoc Reporting

Data Center Redundancy High Availability

Other [Insert Here] Other [Insert Here]

Recording/QM


Voice Recording Search and Replay

ACD Adapter Recorder Redundancy

Record on Demand Real Time Monitoring

Archiving Custom Call Tagging (via CTI), Up to

[Number]

Screen Capture Telephone Playback

Agent-Initiated Monitoring Import Manager

Quality Monitoring – Evaluations and Forms

Intelligent Recording Add-On

Quality Monitoring - Coaching ACR Data Migration

Workforce Management (WFM)


Forecasting and Scheduling Adherence

Time Off Manager Strategic Planner

Time Banking Blended Media Integration

Time Accrual Shift Bidding

Time Record Export Adapter (Payroll Adapter)

Screen Pop-Up Alerts

Outbound Scheduling (Dialer) WFM Migration

Queue Hopping Custom ACD Integration

Campaign Pooling Additional Switch (WFM) (Separate

Adapters)

Historical Data Import1 Additional Adapters [qty]

1F&S only – File & data format must meet Verint

CSI adapter requirements. Adherence data import is not supported and not in scope.

Other [Insert Here]

Other [Insert Here]


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Security


High Security Environment PCI Compliant Environment

SSL Enablement (In Transit, for up to 1 server)

Encryption Management

(KMS/RSA at rest)

Other [Insert Here] Encryption Management

Redundancy

Performance Management


Advanced Scorecards (existing source data)

Lesson Management

Scorecards with External Integrations2

Coaching

Mobile Application Intraday

Historical Data Import3 Gadgets 2Requires Scorecards External Integration

Adapter and integration services 3File & data format must meet Verint ASCM

adapter requirements

Desktop and Process Analytics4


Advanced Desktop Analytics Pause & Resume

Triggers Up to 10 Custom Data Tagging 4ADA functionality is reliant on the success of an ADA Validator test, which validates the ability to build triggers off

the target application(s). ADA Validator must be tested on all variations of the Customer’s desktop environment. It is expected that the target application is a consistent application and there is only one version across the enterprise. During the testing of ADA’s ability to monitor the target application, trigger points will need to be identified and validated.

Customer Feedback


Customer Feedback IVR with VVS Customer Feedback IVR Plus Web

with VVS

Customer Feedback IVR with VXML Customer Feedback IVR Plus Web

with VXML


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Speech Analytics


Advance Speech (ENGLISH ONLY)

LAC Tuning

Speech Essentials

Other [Insert Here]

Miscellaneous


SSO LDAP

Verint SDK [Note any service limitations]

Other [Insert Here]

3. Methodology Review Adtech Global will perform the professional services and deliverables as set forth below. These milestones represent the most significant events and provide a basis for tracking implementation progress.

Milestone 1 - Kick-Off & Planning o Project team assembled o Planning documentation introduced o Design and scope confirmed o Review training curriculum o Timeline set and approved

Milestone 2 – Implementation Design o Design workshops scheduled o CFE Guide reviewed o Design documents reviewed –Site Prep Checklist (SPC)

Milestone 3 - Hardware and Software Readiness o Server hardware purchased and provisioned o Avaya software ordered and delivered o License keys obtained and delivered by license provider o Design documents (SPC) completed by Customer o Design documents (SPC) approved by Adtech Global o Pre-Install training course credits provided

Milestone 4 - Readiness Validation o Server validation test completed and report uploaded o Customer readiness assessment completed o Customer provides network accessible location to place Verint software for installation

Milestone 5 - Product(s) Installation o Avaya software installed o Install report is initiated o License keys are activated

• Milestone 6 - Product(s) Integration and Site Testing o Software configuration o Telephony integration o Adapters created


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o Site acceptance testing

Perform Verint’s provided site acceptance test plan for modules in scope. Adtech Global SE will perform and initial SAT to ensure proper system operation. Adtech SE will then perform SAT in witness of Customer (Live or web conference) who

will then approve results. Adtech Global SE will provide approved SAT and Installation Report.

o Knowledge transfer o Install report completed o Confirmation of services signed

Milestone 7 - Training o Training checklist and readiness o Onsite training o Soft copies of the student training portfolio o Self-paced or webinar classes

Milestone 8 - Consulting and Technical Reviews o Application consultant review o Install report and SAT review

Milestone 9 – Project Completion o Project documentation delivery to Customer o Project complete

Milestone 10 - Project Closeout o Project closure

4. Implementation Tasks Overview

The implementation will be accomplished in the following manner with the primary tasks outlined below:

1. Design and Implementation Documentation (Customer and Adtech Global) o SPC documents tailored and delivered by Adtech Global o SPC reviewed by Customer and Adtech Global o Applicable Deployment Reference Guides provide to Customer by Adtech Global o Firewall Ports document tailored and delivered by Adtech Global o DRGs reviewed and utilized for server/VM/SQL commissioning by Customer o SPC completed by Customer

2. Server Hardware and Software Deployment (Customer and Adtech Global) o Physical server(s) racked or virtual server(s) provisioned by Customer o Hardening of Server(s) completed by Customer as specified in the SPC system admin tab o Server(s) added to Customer network domain by Customer o Required firewall ports opened by Customer o Server validation tool completed by Customer and Adtech Global

3. Product Installation(Customer and Adtech Global) o Domain accounts provided by Customer o Update all service packs and patches by Adtech Global o Software installed by Adtech Global o Licensing completed by Adtech Global o Agent and supervisor desktop clients software deployed by Customer o Test equipment (Desktops) configured by Customer and Adtech Global


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4. Product Integration (Customer and Adtech Global) o Enterprise system administration configured o Voice capture mode configured o Extensions to be recorded added by Customer o CTI connectivity confirmed o Screen capture configured

o Customer deployment of screen capture client completed o Playback functionality confirmed o Archive configured o SSL server certs added to ACR o Alarms configured

5. Testing and Knowledge Transfer(Customer and Adtech Global) o Site acceptance testing completed and Confirmation Of Services (COS) signed (Defined below in

Section 7 – Project Scheduling). o Knowledge transfer by Systems Engineer completed

6. Installation Documentation(Customer and Adtech Global) o Install report completed o COS for installation and integration (obtained by Project Manager)

5. Training Overview Adtech Global will, as part of the implementation methodology, coordinate all training that is within the scope of this project. The training milestone includes pre-install and post-install training delivered by Adtech Global. Customer will need to identify training candidates by completion of Milestone 2. Any delay in this identification may cause delays to the project and possible financial penalties. Pre-Install training occurs two weeks prior to Product Integration. Post-install training occurs two weeks after testing is complete. All training credits & courses, whether performed onsite, via University course, remote site, or virtually, will be delivered to US sites during US Business Hours unless otherwise expressly stated in this SOW. Descriptions of all available training courses can be found in Attachment 1 - Training Descriptions. Table 5.1 below identifies the training that is in scope. Table 5.1 Note: Delivery codes – U - University, CS – Customer Site, VPR - Virtual Private and VPU - Virtual Public

Educational Services Summary Pre/Post Participants Duration Credits Delivery

Enterprise – System Administration Pre 1 2 days 2 U

Enterprise – Troubleshooting Post 1 2 days 2 U

Enterprise – Unified User Management Post 1-10* 1 day - CS

Recorder – ACR Knowledge Transfer Post 1 4 hours - CS

QM – Application Administration Post 1-10* 1 day - CS

QM – Forms Designer and Administration Post 1-10* 1 day - CS

QM – Interactions for End Users Post 1-10* 1 day - CS

QM – Enterprise Reporting Post 1-10* 1 day - VPR

QM – Coaching Post 1 1 day 1 VPU

*1 Group of up to 10 participants


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6. Customer Responsibilities

Implementation pre-requisites:

A supported version of Windows™ OS, Internet Explorer™, Java™ and any other third party software is required on each Supervisor machine that is to be used

Adtech Global System Engineer(s) allowed Administrator access to the system where software is being installed

Provide Adtech Global with remote access to Customer equipment in connection with Adtech Global’s performance of its obligations hereunder, specifically the initial installation of the Software

Configure their network, where applicable, per Verint installation manual(s) and Deployment Reference Guides (DRGs). Details to be discussed during the Project Kick-Off-Meeting

Provide adequate power and network connectivity for installed equipment • Prepare and maintain the Site of the equipment in accordance with manufacturer's specifications • Providing backup of all software and data as well as safeguarding all programs, data, and removable

storage media • Providing all licensing and configurations required to properly interface the PBX/ACD environment to the

Verint applications (Please consult your PBX/ACD vendor for clarification) • Providing training facilities for all onsite training • Purchasing and maintaining Security Certificates for SSL Encryption. Certificates must adhere to all

Software manufacturer: Readiness Validation requirements

Modifications Prohibited The Customer should not make any modifications to the system hardware and/or software post Milestone 4 completion without notifying Adtech Global. In such event, Adtech Global will be under no obligation to provide any service until such time as the issue is resolved to the satisfaction of Adtech Global. Any delays caused by such changes may be subject to additional costs and may impact project timelines. Any delay shall extend any agreed-upon deadlines or target dates for Adtech Global.

Security Scans Adtech Global shall have no responsibility or liability whatsoever under this SOW arising or resulting from Customer’s security scans, third party vulnerability scans and/or services related to, or participation in other security related system tests or activities such as server or database hardening. If Adtech Global provides any scans or related security services to Customer specified in this section or otherwise outside the scope of any Services agreed to between the parties, Adtech Global will quote an additional Time and Material services engagement upon the completion of implementation of system, training, acceptance and confirmation of services. All additional services will be set forth in a separate SOW.


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7. Project Scheduling Customer shall request scheduling for Services with reasonable notice. Adtech Global shall use reasonable efforts to meet the requested time schedules and scheduling is dependent upon the allocation and availability of resources. Project success requires that each milestone is met by dates mutually agreed to by both parties. Adtech Global will charge Customer a fee equal to 10% of the total Services for any delay by Customer that impacts an agreed upon milestone. Customer shall reimburse Adtech Global for all expenses Adtech Global cannot reasonably recover due to delays.

In the event the Customer has substantial delays and fails to adhere to the scheduled delivery training dates, Adtech Global will continue to the next scheduled milestones until Milestone 10 (Project Closeout) is completed. Adtech Global will not be held accountable to deliver training at the original agreed upon scheduled time. The remaining deliverable of training will be delivered according to the Customer’s schedule and Adtech Global’s resource availability, however, the Customer agrees that project COS documents must be approved according to the original and agreed upon schedule. Substantial Delays shall be defined as any delay caused by Customer after initial training is scheduled. Notwithstanding the preceding, if after completion of Milestone 6: Product(s) Integration and Site Testing, the solution installed for this project is affected as a result of Customer’s misuse, abuse or negligence, Adtech Global will re-perform SAT Testing and resolve the issue(s) and Customer will be charged appropriate fees.

Time Period of Services – Except as otherwise expressly provided, the services will be performed during normal

Business Hours (9:00 A.M. to 5:00 P.M., Monday through Friday except Adtech Global holidays).

Confirmation of Services – Adtech Global will obtain a signed COS at the completion of each milestone. It is

understood that Customer’s roll out plan is not considered part of this SOW.

Support Turnover & Project Completion Milestone This milestone serves as the transition of the project from

implementation services to support.

8. Change Request Procedures If it is determined that any changes to the SOW are required, the Customer shall submit a Change Request Form provided by your Project Manager. The following procedures will be used to process a Change Request:

• The Customer will complete the top portion of the Change Request Form. The Change Request Form will bear a unique reference number and will outline the requested change and the reason for the request. The client must sign the Change Request Form before sending to Adtech Global.

• Adtech Global will evaluate the request to determine whether or not the requested change(s) are within the scope according to the SOW. Adtech Global will then evaluate potential project impact with regard to the schedule and costs, and complete the middle section of the Change Request Form. Adtech Global will provide a quote for the change and review schedule impact and cost with Customer. The Customer will then inform Adtech Global whether to go forward with, or cancel, the Change Request Form.

• If the Change Request is approved, Adtech Global and the Customer will sign off on a changed order. The customer will then provide a Purchase Order to Adtech Global within ten (10) business days. Adtech Global will then outline and send the Customer notification of any amended completion dates.


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10. Travel & Living Expenses Any out-of-pocket expenses incurred by Adtech Global employees in the course of performing services in this SOW, such as lodging and travel expenses, will be billed to Customer. Customer shall pay the amounts set forth within each invoice within thirty (30) days of receipt of the applicable invoice. Travel will be booked adherent to the Adtech Global travel policy. Adtech Global employees required to travel under this SOW shall travel in business class for any flight over 10 hours in duration (direct flights, non-stop).

Item Guideline

Airfare Flights that would exceed $1,500 round-trip airfare will require approval

Room, Board and Misc. Lodging $250 per day (inclusive of tax)

Meals $50 per day

Car Rental and Gas $100 per day

11. Invoice Schedule

Adtech Global will invoice Customer by the following schedule: 50% upon Milestone 2 –Implementation Design

and the remaining 50% upon completion of Milestone 9 – Project Completion and Support Turnover.


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12. Signatures

Adtech Global and Customer have caused this SOW to be executed by their duly authorized representatives as of

the Effective Date.

TSG, a TeleTech Company Adtech Global Solutions, Inc.

Name:

Date:

Name:

Date:

Signature:

Title: Signature:

Title:


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Attachment 1 - Training Descriptions Training items in scope are identified in ‘Section 5 - Training Overview’ of the SOW. The courses listed below are for reference information only.

Pre- Install Training University Courses

Course Title # of Participants Duration Credits

Enterprise - System Administration This course is designed to provide System Administrators with the theoretical and practical knowledge needed to successfully configure, maintain, and troubleshoot the Enterprise Management suite. Audience: System Administrators

1 2 days 2


Enterprise – Troubleshooting This course will teach consistent fact gathering concepts to ensure proper information gathering as part of the troubleshooting process. Audience: System Administrators

1 2 days 2


Recorder – System Administration This course is designed to enable system administrators and other technical professionals to manage and maintain the Recorder(s) in their environment. This course focuses on topics and functions that are specific to Recorder. Audience: System Administrators & Recorder Administrators

1 2 days 2


Recorder - Archive Administration This course is designed to enable Archive administrators and other technical professionals with the theoretical and practical knowledge needed to successfully configure, maintain, and troubleshoot Archiving in their environment. Audience: Archive Administrators

1 4 hours 0.5


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Post- Install Training

Customer Site Training


Enterprise – Unified User Management This includes unified user management, user security management, hierarchy structures and group management for all applications. Audience: Application Administrators

1 group (up to 10) 1 day -


QM - App Administration This includes configuring system, settings, establishing rules, customizing the inbox and managing the application. Audience: Application Administrators



QM - Forms Designer and Administration This includes the building and designing of evaluation forms in the Forms Designer tools. Audience: Form Administrators



QM - Interactions for End Users This includes configuring system settings, establishing rules, customizing the inbox and managing the application. Audience: Application Administrators



WFM - Core Forecasting and Scheduling This course is designed to provide users in the traditional scheduler role with the theoretical and practical knowledge needed to use the Software successfully. Audience: WFM System Administrators, Forecasting workload, Scheduling agents & scheduling publishing

1 group ( up to 10) 3 days -


WFM Advanced Forecasting and Scheduling This course is targeted towards individuals who are or will be responsible for the hands-on usage of the Workforce Management package for defining shifts, forecasting workload, schedule publishing. Audience: WFM System Administrators, Forecasting workload, Scheduling agents & scheduling publishing

1 group ( up to 10) 1.5 days -


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WFM - Application Administration The focus of this training is a strong understanding of the Workforce Management package’s capabilities and detailed instruction in its usage. Training provides a blend of theory, process modeling and practice to provide you with an effective hands-on experience. Audience: WFM Administrator

1 group ( up to 10) 1 day -


WFM - Monitoring and Management An expert trainer will work with you to make necessary modification to this course to include any specific needs based on your organization’s work processes, culture, and optionally purchased components of the Workforce Management package. Audience: WFM users managing and monitoring scheduling request, contact statistics, schedule adherence

1 group ( up to 10) 1.5 days -


WFM - Strategic Planner Strategic Planner is a strategic decision-making tool that can estimate staff hour requirements, performance, and costs. Strategic Planner helps you to compare what-if scenarios, generate staffing plans, and create long term forecasts. Audience: Schedulers, Managers, directors or vice presidents

1 2 days -


WFM – Blended Media This course is an add-on component to Workforce Management training and includes non-voice channels such as email and chat. Audience: Schedulers, Managers, directors or vice presidents

1 1 day -


WFM – Time Off Manager This course is an add-on component to Workforce Management training and includes how to use the Time Off module. Audience: Schedulers, Managers, directors or vice presidents

1 4 hours -


WFM – Shift Bidding This course is an add-on component to Workforce Management training that explains how to use the Shift Bidding module. Audience: Schedulers, Managers, directors or vice presidents

1 4 hours -


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WFM – Time Banking This course is an add-on component to Time Off Manager and explains how to use Time Banking. Audience: Schedulers, Managers, directors or vice presidents

1 1 day -


WFM – Time Accrual This course is an add-on component to Time Off Manager and explains how to use Time Accrual. Audience: Schedulers, Managers, directors or vice presidents

1 2 hours -


WFM – Outbound Scheduling This course is an add-on component to Workforce Management training and includes how to forecast and schedule for Outbound Calling activities. Audience: Schedulers, Managers, directors or vice presidents

1 1 day -


WFM – Queue Hoping This course is an add-on component to Workforce Management training and explains how to schedule agents who are scheduled for different work queues throughout the day. Audience: Schedulers, Managers, directors or vice presidents

1 2 hour -


WFM – Campaign Pooling This course is an add-on component to Workforce Management training and explains how to combine scheduling campaigns in order to optimize the agent schedules. Audience: Schedulers, Managers, directors or vice presidents

1 2 hour -


Analytics – Adv Desktop Administration Course includes one (1) day of system administration for managing users, administration and management of DPA groups, administering application components, and administration and management of the client (desktop) components; a two (2) day workshop for building, administering and managing triggers for trigger developers. Audience: Application Administrators, Supervisors, End Users, and Business Users

1 3 Days -


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Virtual Classes


Analytics – Adv Desktop Administration Consulting Audience: Application Administrators, Supervisors, End Users, and Business Users

1 3 Days -

Course Title # of Participants

Duration

Credits

QM Enterprise Reporting This course is designed to refresh and extend your knowledge of Software standard reports, Ad Hoc Reporting, and the reports that can be used to analyze Speech Analytics data. Audience: Data Reporting Analyst

1 1 Day 1


Duration Credits

QM – Coaching This course is intended for individuals who are or will be responsible for configuring the Coaching functionality in the Software application, setting up coaching sessions for coaches and trainees in the Coaching module, and using the Forecasting and Scheduling functionality to schedule coaching sessions. Audience: QA Specialist, Supervisors, Managers

1 1 day 1


WFM - Ad Hoc Reporting This course will help you to gain an understanding of the task and processes required for creating and managing Standard and Ad Hoc reports in the Workforce Management package. Audience: Supervisors, Managers & Business Analyst responsible for WFM reporting

1 1.5 days 1.5


Duration

Credits

PM - Advanced Scorecards The Advanced Scorecards application provides users a view of their individual performance and team performance by presenting a scorecard made of Key Performance Indicators (KPIs). The KPIs on a scorecard track the performance of an individual or group with measures such as Average Handle Time or Service level. Audience: Supervisors, Managers, Schedulers & Administrators utilizing the Advanced Scorecard Application

1 2 days 2


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Duration

Credits

PM - Advanced Scorecards Ad Hoc Reporting The Advanced Scorecards application provides users a view of their individual performance and team performance by presenting a scorecard made of Key Performance Indicators (KPIs). The KPIs on a scorecard track the performance of an individual or group with measures such as Average Handle Time or Service level. Audience: Supervisors, Managers, Schedulers & Administrators utilizing the Advanced Scorecard Application

1 1 days -


Duration

Credits

PM - Lesson Management This course is targeted towards individuals who will be using the Lesson Management application to create, upload, and assign lessons to employees and to track employee lesson assignments and results. Audience: Supervisors, and Managers responsible for using the Lesson Management application

1 1 day 1


Duration

Credits

PM – Coaching This course is intended for individuals who are or will be responsible for configuring the Coaching functionality in the Software application, setting up coaching sessions for coaches and trainees in the Coaching module, and using the Forecasting and Scheduling functionality to schedule coaching sessions. Audience: QA Specialist, Supervisors, Managers

1 1 day 1


Duration

Credits

Analytics – Adv. Desktop Enterprise Reporting Course includes an overview of Desktop Analytics capabilities and features, creating and managing Desktop Analytics enterprise reports Audience: End Users, Business Users

1 4 hours


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Schedule A - Definitions This Schedule A is made a part of the Statement of Work signed by the parties on the Signature Page to which this Schedule A is attached. All capitalized terms shall have the meaning ascribed to them, including the following:

1. Definitions. In addition to the terms defined elsewhere in this

SOW, the following terms shall have the meanings set forth below:

1.1 “Business Hours” means hours between 9:00 AM – 5:00 PM, on

Business Days unless otherwise agreed in this Statement of Work.

1.2 “Business Days” means a five (5) day working week, Monday through Friday except Adtech Global holidays.

1.3 “Customer Environment” means the computing environment

(excluding any software and/or hardware expressly provided by

Adtech Global on an Order) separately procured, prepared and

maintained by Customer for the use and operation of Product,

where such computing environment meets Adtech Global’s then-

current minimum Product requirements.

1.4 “Cut-over Support” means engineering support provided during the

process of completing to the new implementation. This includes up

to 8 hours of consecutive engineering time during the period of

cut-over unless otherwise specified in this Statement of Work.

1.5 “Documentation” means Customer documentation describing the

Software and its use in the Customer Environment.

1.6 “End User” means the entity specified on the Statement of Work

that is under the terms of this SOW.

1.7 “Fees” means any fees as specified in this Statement of Work or on

any Order.

1.8 “First Business Day Support” means engineering support provided

for the first operational day of business post cut-over. This includes

up to 8 hours of consecutive engineering time during normal

Business Hours on Business Days if and only if purchased Support

from Adtech Global.

1.9 “Hardware” means computer and related equipment provided by

Adtech Global to Customer hereunder (if any) as specified on an

Order. The term “Hardware” shall not include any hardware that is

required as part of the Customer Environment.

1.10 “Implementation Design” means solution design documents

created by an Adtech Global.

1.11 “Integration” means configuration of the Software to integrate with

Customer Environment (switch, desktops…etc.).

1.12 “Intellectual Property Rights” means any and all tangible and

intangible rights, title and interest in and to: (i) works of

authorship, including but not limited to copyrights, neighboring

rights, moral rights, and mask works, and all derivative works

thereof, (ii) trademarks and trade names, (iii) Confidential

Information, trade secrets and know-how, (iv) patents, designs,

algorithms and other industrial property, (v) all other intellectual

and industrial property rights whether arising by operation of law,

contract, license, or otherwise, and (vi) all registrations, initial

applications, renewals, extensions, continuations, divisions or

reissues thereof now or hereafter in force.

1.13 “Installation” means the process of installing the Software to each

of the validated servers. It does not include other third-party

software (OS, SQL…etc.).

1.14 “Migration” means the process of migrating applicable data from a

customer’s existing Software system to a new implementation.

Specific components to be migrated will be individually scoped in

this SOW, Section 2 - Software Modules to be implemented.

1.15 “Multi-site / Multi-phase Rollout” means Customer’s business

needs or site logistics make it necessary to have multiple phases of

implementation and or training within the single project.

Implementation for all sites and training for all sites will be

scheduled at roughly the same time unless otherwise expressly

stated in this SOW. If this option is required, this SOW will be

customized to identify which site or sites will be implemented or

trained together and milestones and terms adjusted accordingly.

1.16 “Order” means the details of an order by Customer for a Product,

Support and/or Services provided by or through Adtech Global (i)

on an order form or schedule provided by Adtech Global and signed

by Customer, or (ii) on Customer’s purchase order provided to and

accepted by Adtech Global.

1.17 “Personnel” means each employee under obligations of

confidentiality and nondisclosure which Customer authorizes to act

on its behalf in accordance with the terms and conditions of this

SOW.

1.18 “Product” means collectively, the Software and Documentation and

Hardware (if any) that Adtech Global provided to Customer as

identified in an Order or Orders hereunder.

1.19 “Readiness Validation” means assessing the Customer Environment

to validate according to Software specifications and deployment

documentation. A successful validation report from the Server

Validation Tool is required to begin installation.

AG_________ CONFIDENTIAL INFORMATION Customer________

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1.20 “Server” means each computer server on which the Product is

installed.

1.21 “Services” means the Software installation as detailed in this SOW,

Section 1 Solution Overview.

1.22 “Site” means the physical location of each Server.

1.23 “Site Acceptance Testing” means the activity of verifying the

customer’s successful implementation according to Site Acceptance

Test (SAT) Plan performed by Adtech Global engineer. The SAT Plan

is then reviewed and approved by the customer.

1.24 “Software” means shall mean the Verint proprietary software

licensed to End User.

1.25 "Statement of Work” or “SOW" means a quote, purchase order or

sales order attached hereto that describes the responsibilities,

pricing, and term of the Services for a Customer.

1.26 “Support” means the maintenance and/or support provided for

Product at a Site at the support level specified on an Order and

agreed upon by Adtech Global if and only if purchased from Adtech

Global.

1.27 “Training” means organized activity aimed at imparting information

and/or instructions to improve the recipient's understanding of the

use and best practices of the implemented system or to help him or

her attain a base level of knowledge or skill. Training courses are

conducted via instructor led courses, live or recorded webinars,

and may be delivered onsite or virtually as deemed appropriate by

Adtech Global.

1.28 “UAT Participation” means additional support for Customer’s end-

user acceptance test (UAT) which will be further defined and

scoped in this SOW.

1.29 “Update” means periodic improvements or additions to the

Software, including error corrections and other changes to the

Software.

Adtech Global_________ CONFIDENTIAL INFORMATION Customer_______

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Schedule B – General Terms and Conditions This Schedule B is made a part of the Statement of Work signed by the parties on the Signature Page to which this Schedule B is attached. The following general terms and conditions shall apply to this SOW:

1. SERVICES TO CUSTOMER. Customer shall obtain all Services from Adtech Global by providing Adtech Global with an Order for such Services, and Adtech Global’s acceptance of such Order.

2. CUSTOMER RESPONSIBILITIES.

2.1. Order Submittal. Customer may submit Orders to Adtech Global, which may be sent via mail, email attachment, electronic procurement systems, and other means as the parties may decide from time to time. Each Order provided by Customer to Adtech Global must reference the name, revision number, and Effective Date of this Statement of Work, and the Adtech Global quote number. 2.2. Customer Environment. Prior to the installation of a Product, Customer shall ensure the establishment of the Customer Environment at each Site for use and operation of the Product. Customer acknowledges that, except as otherwise expressly specified on an Order, Adtech Global is not responsible for obtaining, licensing or selling any hardware, peripherals or third-party software or interfaces needed to prepare or maintain the Customer Environment.

2.3. Services. Any Services provided by Adtech Global hereunder are subject to Customer’s Implementation Design. Customer shall provide and/or acquire for Adtech Global all necessary information, access, workspace, computing resources, and other services and support materials as reasonably required by Adtech Global to perform its duties in a timely manner, including, without limitation, establishing the Customer Environment as specified in Section 2.2. Any development (other than Updates) will only be by written agreement. Adtech Global shall at all times own all Intellectual Property Rights in and to any such development, and such development shall become part of the Services for the purposes of this SOW. Services provided on a time and material basis are per person unless otherwise specified, and charged hourly or daily as indicated for each, and shall be charged in one (1) Day minimum increments. Services purchased on a fixed fee basis shall expire six (6) months from invoice date. “Day” herein shall mean eight (8) hours during any one (1) business day.

2.4. Accurate Records; Audit. Customer shall keep complete and accurate records of all its obligations hereunder. Customer shall allow Adtech Global or its agent reasonable access to audit Customer’s records solely to verify software licenses, inventory of Hardware, and general compliance with the terms and conditions of this SOW; provided Adtech Global shall conduct such audits during Customer’s normal business hours with reasonable notice.

2.5. Compliance with Laws. Customer shall, and shall cause all personnel to comply with all applicable laws and administrative regulations relating to the control of exports of commodities and technical and/or personal data, and all laws directly or indirectly applicable to its activities hereunder or otherwise pursuant to or in connection with this Statement of Work, use of any Product, and the delivery of any Services.

3. ORDERS, SCHEDULING AND SHIPMENTS. 3.1. Order Acceptance. All Orders are subject to Adtech Global’s acceptance, and to the terms and conditions of this SOW. Adtech Global shall acknowledge acceptance of the Order by issuing an invoice in accordance with Section 4. Customer shall, if applicable, be responsible for obtaining all licenses, permissions, or other governmental approvals

necessary for the operation of the Product at each Site. Adtech Global shall have no obligation to deliver any Product, additional licenses, services or technical data, and shall otherwise have the right to withhold performance under this SOW (i) to the extent it has knowledge any licenses, permissions, or other governmental approvals required under then current applicable laws and/or regulations have not been properly obtained by the respective party(ies), or (ii) if Customer is in arrears on any payments rightfully due to Adtech Global or is otherwise in breach of this SOW. 3.2. Scheduling Services. Customer shall request scheduling for Services ordered hereunder with reasonable notice. Adtech Global shall use reasonable efforts to meet the requested time schedule; provided, all scheduling is dependent upon the allocation and availability of resources. If Customer notifies Adtech Global to reschedule or cancel any Services within two (2) weeks prior to the scheduled start date, Customer shall pay Adtech Global a fee equal to twenty-five percent (25%) of the fee that would have been imposed for such Services, plus all expenses Adtech Global cannot reasonably recover.

4. FEES AND PAYMENTS. 4.1. Fees and Expenses. Customer shall pay all Fees and other amounts due to Adtech Global hereunder within thirty (30) days after the date of Adtech Global’s invoice and without deductions, except with respect to any amount disputed in good faith where prior notice is provided to Adtech Global detailing the amount and reason for the dispute. Unless otherwise stated in Section 11 of this SOW, Services are billed 50% upon Milestone 2 –Planning and Design and the remaining 50% upon completion of Milestone 6 – Product Integration and Site Testing. 4.2. Late Payment; Non-Payment; Collections. Time is of the essence in all payment terms. Any amounts not paid to Adtech Global when due shall bear interest at the rate of eighteen percent (18%) per annum, or the maximum legal rate if less, commencing with the payment due date. Customer shall reimburse Adtech Global for all costs of collection, including reasonable attorneys' fees.

4.3. Taxes, Assessments and Other Charges. All amounts due to Adtech Global hereunder are net amounts, exclusive of, and Customer is responsible for paying, all duties, sales or value added taxes, customs duties, GST, tariffs, or other similar taxes, assessments, or excises, however designated or levied. No reduction, deduction or off-set may be made by Customer for any reason whatsoever. Customer is also responsible for all shipping and handling charges for each shipment hereunder.

5. WARRANTIES; DISCLAIMER. 5.1. Joint Warranties. Adtech Global and Customer each warrants and represents to the other that it has full right, power, and authority to enter into and perform under this SOW, and the person signing this SOW is properly authorized and empowered to bind such party. 5.2. Limited Warranty.


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5.2.1. Performance Warranty. Adtech Global warrants to Customer that for a period of thirty (30) days after performance, the Services provided by Adtech Global hereunder were performed in a timely and professional manner by qualified personnel. 5.2.2. Exclusions. Notwithstanding the preceding warranties, Adtech Global shall have no responsibility or liability of any kind, whether for breach of warranty or otherwise, arising or resulting from:

5.2.2.1. Customer’s failure to: (i) correctly install any Updates or other modifications to the Product provided by Adtech Global, (ii) prepare a computing environment that meets the specified Customer Environment prior to Product installation or to maintain such Customer Environment and Product thereafter, (iii) grant access and security authorization, or (iv) provide necessary communications mechanisms; 5.2.2.2. Errors resulting from misuse, abuse, negligence, or improper use of all or any part of the Product; or problems to or caused by products or services not provided by Adtech Global; 5.2.2.3. Product modification, amendment, revision, or change by any party other than Adtech Global or Adtech Global’ representative expressly authorized to make such modification, amendment, revision, or change; or 5.2.2.4. Problems, or data or data input, output, integrity, storage, back-up, and other external and/or infrastructure problems, which shall be deemed under the Customer’s and its end user’s exclusive control and sole responsibility.

5.3. Exclusive Remedy. Customer’s exclusive remedy under Section 5.2 shall be for Adtech Global, in its sole discretion, to re-perform the affected Services, or waive or refund (as appropriate) the fee for such Services. Notwithstanding any of the foregoing, Adtech Global shall have no obligations under this Section 5.3 unless Adtech Global receives Customer’s notice during the applicable warranty period. 5.4. Disclaimer of Warranties. THE LIMITED WARRANTY AND EXCLUSIVE REMEDY SET FORTH IN SECTIONS 5.2 AND 5.3 RESPECTIVELY ARE MADE FOR THE BENEFIT OF CUSTOMER ONLY, AND ARE EXPRESSLY SUBJECT TO CUSTOMER’S PAYMENT OBLIGATIONS TO ADTECH GLOBAL. ADTECH GLOBAL MAKES NO AND DISCLAIMS ALL OTHER WARRANTIES, REPRESENTATIONS, OR CONDITIONS, WRITTEN OR ORAL, OR EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, INTEROPERABILITY, DATA ACCURACY, OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO ANY PRODUCT, SERVICES, SUPPORT, OR ANY COMPONENTS THEREOF, AND ANY OTHER PRODUCTS OR SERVICES PROVIDED BY ADTECH GLOBAL. WITHOUT LIMITING THE FOREGOING, ADTECH GLOBAL DOES NOT WARRANT THAT ALL ERRORS CAN BE CORRECTED, OR THAT OPERATION OF ANY PRODUCT SHALL BE UNINTERRUPTED OR ERROR-FREE.

5.5. Additional Services. If Adtech Global provides any services as a result of any conditions or exclusions specified in Section 5.2.2, regardless whether under warranty or otherwise outside the scope of any services agreed to between the parties, Adtech Global may charge Customer for such services at Adtech Global’s then current service fee rate.

6. LIMITATION OF LIABILITY. ADTECH GLOBAL’S MAXIMUM LIABILITY ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS SOW SHALL NOT BE FOR ANY AMOUNT IN EXCESS OF THE SERVICES FEE UNDER THE THIS CURRENT SOW FOR THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE ACTION THAT GIVES RISE TO THE CLAIM. IN NO EVENT SHALL ADTECH GLOBAL, ANY PARENT, SUBSIDIARY, AFFILIATE OR LICENSOR, OR ANY OF THEIR OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, OR REPRESENTATIVES, BE LIABLE (I) TO ANY THIRD PARTY FOR DAMAGES OF ANY KIND OR NATURE OR IN ANY MANNER WHATSOEVER, OR (II) TO END USER FOR ANY CONSEQUENTIAL, INDIRECT, EXEMPLARY, INCIDENTAL, OR

SPECIAL DAMAGES OR COSTS (INCLUDING ATTORNEYS’ FEES OR LOST PROFITS, TIME, SAVINGS, PROPERTY, DATA OR GOODWILL) REGARDING THIS SOW OR RESULTING FROM OR IN CONNECTION WITH THE USE, MISUSE, OR INABILITY TO USE ANY PRODUCT, SERVICES, SUPPORT, OR OTHER PRODUCTS OR SERVICES, REGARDLESS OF THE CAUSE OF ACTION, EVEN IF ADTECH GLOBAL HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. WITHOUT LIMITING THE FOREGOING, IN NO EVENT SHALL ADTECH GLOBAL BE LIABLE FOR PROCUREMENT COSTS OF SUBSTITUTE PRODUCTS OR SERVICES. THIS SECTION 5 SHALL SURVIVE AND CONTINUE IN FULL FORCE AND EFFECT DESPITE ANY FAILURE OF ESSENTIAL PURPOSE, CONSIDERATION, OR OF AN EXCLUSIVE REMEDY. 7. INDEMNIFICATION.

7.1. Indemnity by Parties. Each party shall indemnify, defend, and hold harmless the other party, and its officers, directors, employees, shareholders, and representatives, from and against any and all liabilities, losses, damages, causes of action or injuries, costs and expenses, including court costs and reasonable attorneys’ fees, of any nature whatsoever in connection with claims of third parties arising from: (i) Party’s breach of Section 2.5 or Section 8 or (ii) Customer’s failure to pay any Fees or other amounts due hereunder, or to pay any taxes, duties, etc., as specified in Section 4. 8. INTELLECTUAL PROPERTY; CONFIDENTIALITY.

8.1. Ownership. Customer acknowledges Adtech Global owns all Intellectual Property Rights in and to the Adtech Global Intellectual Property, and derivatives thereto are and shall remain vested in Adtech Global. Customer shall not assert or cause any other party (including, without limitation, any End User) to assert any right, title, or interest in or to the Adtech Global Intellectual Property, or make any misrepresentations about the same. 8.2. Use of Marks; Proprietary Notices. Any combination of the Adtech Global trademarks, service marks, logos, and trade names of third parties must be approved in writing by Adtech Global prior to their actual use by Customer.

8.3. Adtech Global Intellectual Property Protection. In no event shall this SOW, or any rights or privileges hereunder, be an asset of Customer under any bankruptcy, insolvency, or reorganization proceedings, or in any other manner whatsoever; however, this SOW and transactions hereunder shall be binding upon and inure to the benefit of the parties, their legal representatives, and permitted transferees, successors, and assigns. Except as otherwise specified in this SOW, expressly permitted in writing by Adtech Global or Customer, or otherwise cannot be precluded under mandatory applicable law, Customer shall not, and shall not permit any other party (including, without limitation, any End User) to:

8.3.1. Adapt, modify, or prepare derivative works based on any of the Adtech Global Intellectual Property; or use any of the Adtech Global Intellectual Property to create material that performs, replicates, or utilizes the same or substantially similar functions as Adtech Global Intellectual Property; 8.3.2. Alter, remove, or suppress any copyright, confidentiality, or other proprietary notices, marks or any legends placed on, embedded or otherwise appearing in or on any Adtech Global Intellectual Property; or fail to ensure that all such notices and legends appear on all full or partial copies of Adtech Global Intellectual Property or any related material; 8.3.3. Sell, sublicense, lease, assign, delegate, transfer, distribute, encumber or otherwise transform any Adtech Global Intellectual


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Property or any of the rights or obligations granted to or imposed on Customer hereunder.

8.4. Confidentiality. The unauthorized disclosure or use of Confidential Information of a disclosing party or of a disclosing party’s third party licensors, and all information and services related thereto, would cause great injury and harm to the owner thereof. Therefore, each party agrees to take all appropriate action to ensure the confidentiality and security of the other party’s Confidential Information, but in any event no less than the same standard of care it uses to protect its own Confidential Information of like kind and value. Without limiting the generality of the foregoing, and in addition to each party’s obligations in this Section, each party agrees that it: (i) shall maintain the other’s Confidential Information in the strictest confidence, including compliance with reasonable remote access security requirements; (ii) shall not disclose, display, publish, transmit, or otherwise make available such Confidential Information or take the benefit thereof, in whole or in part, except in confidence to its own employees (subject to obligations of nondisclosure) on a need-to-know basis; and (iii) except as expressly permitted hereunder, shall not copy, duplicate, replicate, transform, or reproduce such Confidential Information. Notwithstanding anything in this Section, neither party shall be liable to the other for damages resulting from disclosure of any Confidential Information required by law, regulation or valid court order; provided prior written notice is provided to the other party sufficiently in advance of such required disclosure to allow the other party to respond and take reasonable and lawful action to avoid and/or minimize the degree of such disclosure or seek appropriate protective orders. 9. TERMINATION.

9.1. This SOW and Order may be terminated as follows:

9.1.1. By either party for material breach hereof which has not been cured within ninety (90) days after written notice of such breach; or 9.1.2. By either party at any time if the other party makes an assignment for the benefit of creditors, or commences or has commenced against it any proceeding in bankruptcy or insolvency; or

9.2. Effects of Termination. Upon termination of this SOW and Order: (i) All Fees due to Adtech Global shall be paid, (ii) Each party shall immediately return to the other party or destroy all Confidential Information and all other material received from the other party, and provide the other party with a signed written statement certifying that it has compiled with the foregoing obligations. 10. Miscellaneous.

10.1. Assignment. Neither party shall assign or transfer this SOW nor delegate any of its rights or obligations hereunder, without the prior written consent of the other party. Notwithstanding the foregoing, either party shall have the right to assign or transfer this SOW to a successor in connection with the sale of all or substantially all of the assets of such party (whether by merger, operation of law or otherwise), by providing written notice of such to the other party. 10.2. Compliance with Laws. Each Party shall comply with all applicable laws and administrative regulations directly or indirectly applicable to its activities hereunder or otherwise pursuant to or in connection with this SOW

and the delivery of any Services.

10.3. Survival. Sections 4, 5, 6, 7, 8, and 10 of these General Terms and Conditions shall survive the expiration or termination of this SOW or any Schedule.

10.4. Notices. Any notice, consent, or other communication permitted or required under this SOW shall be in writing and may be delivered in person, or by mail. If hand delivered, the notice shall be deemed received upon delivery. If sent by mail, the notice shall be deemed received three business days after being deposited with the United States Postal Service by certified mail, return receipt requested, addressed appropriately to the intended recipient. Notice shall be sent as follows:

If to ADTECH GLOBAL:

Adtech Global Solutions, Inc. Attn: In-House Legal Department 1880 McFarland Parkway, Suite 100 Alpharetta, GA 30005 If to Customer Name Attn: Address

10.5. No Third Party Beneficiaries. Except as expressly set forth herein, nothing in this SOW shall confer any rights upon any person or entity other than the parties hereto and their respective successors and permitted assigns. 10.6. Amendments. No amendment, modification, or supplement of any provision of this SOW will be valid or effective unless made in writing and signed by a duly authorized representative of each party.

10.7. Governing Law. This SOW shall be governed by and construed in accordance with the laws of the State of Georgia, without regard to its provisions governing conflicts of law. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods shall not apply to this SOW or any Software, Services, or other items or information licensed or provided to the other Party hereunder.

10.8. Non-Solicitation. Customer will have access to key Adtech Global personnel in the capacity of project management, implementation, consulting and training services. Therefore, Customer agrees during the term of this SOW and for a period of two (2) years following completion or termination of this SOW, Customer will not permit any of their representatives or any of its subsidiaries to solicit for employment, employ or contract any of Adtech Global’s personnel without the prior written consent of Adtech Global.

10.9. Independent Contractors. In making and performing under this SOW, the parties are acting and shall act as independent contractors. Neither party is, nor will be deemed to be, an agent, legal representative, joint venture, or partner of the other party for any purpose. Neither party shall have any authority to act for or to bind the other party in any respect. Each Party’s personnel shall not be considered employees of the other Party, and shall not be entitled to participate in or receive any benefits or rights as employees of the other Party, under any employee benefit and welfare plans, including employee insurance, pension, savings, and security plans.

10.10. Interpretation. Unless the context of this SOW clearly requires otherwise, (i) references to the plural include the singular, the singular the plural, the part the whole, (ii) references to any gender include all genders, (iii) “or” has the inclusive meaning frequently identified with the phrase “and/or,” (iv) “including” has the inclusive meaning frequently identified with the phrase “but not limited to” and (v) references to “hereunder” or “herein” relate to this SOW.

10.11. Severability. Any provision of this SOW determined to be invalid or unenforceable by a competent tribunal shall be ineffective to the extent of


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such invalidity or unenforceability, without rendering invalid or unenforceable the remaining provisions of this SOW.

10.12. Waivers. A waiver by either party of a breach or violation of any provision of any of this SOW shall not constitute or be construed as a waiver of any subsequent breach or violation of that provision, or as a waiver of any breach or violation of any other provision of any of this SOW.

10.13. Counterparts. This SOW may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. This SOW shall become binding when any two or more counterparts thereof, individually or taken together, bear the signatures of both parties hereto.

10.14. Force Majeure. Adtech Global shall not be liable to Customer for any delay in performance or any failure in performance hereunder caused in whole or in part by reason of force majeure, which shall be deemed to include the occurrence of any event beyond the control of Adtech Global that renders performance impossible and shall include Customer's failure to furnish necessary information with respect to details of performance on the part of the Customer, war (whether an actual declaration thereof is made or

not), sabotage, terrorism, insurrection, riot and other acts of civil disobedience, action of a public enemy, failure or delays in transportation, laws, regulations or acts of any national, state or local government (or any agency, subdivision or instrumentality thereof), judicial action, labor dispute, accident, fire, explosion, flood, storm or other act of God, shortage of labor, fuel, raw materials, machinery or technical failures.

10.15. Entire Statement of Work. This SOW and the exhibits, appendices and schedules attached hereto set forth the entire understanding between the parties concerning the subject matter hereof and supersede all contemporaneous and prior negotiations, understandings, and agreements with respect to such subject matter. There are no covenants, promises, agreements, conditions or understandings, whether oral or written, among the parties hereto relating to the subject matter of this SOW other than those set forth herein. No shrink-wrap, click-wrap, browse-wrap or other terms and conditions or agreements (“Additional Terms”) provided shall be binding on the other Party, even if use thereof requires an affirmative “acceptance” of those Additional Terms before use or access is permitted. All such Additional Terms shall be of no force or effect and are hereby rejected by affected Party in their entirety.

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